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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 8, 2026
LUMENT
FINANCE TRUST, INC.
(Exact name of registrant as specified in its
charter)
| Maryland |
|
001-35845 |
|
45-4966519 |
(State or other
jurisdiction of
incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
230
Park Avenue, 20th Floor
New
York, New York
10169
(Address of principal executive offices)
(212) 317-5700
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Common
Stock, $0.01 par value per share |
|
LFT |
|
New
York Stock Exchange |
| 7.875%
Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share |
|
LFTPrA |
|
New
York Stock Exchange |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
After the close of business on September 9, 2026,
Lument Finance Trust, Inc. (the “Company”) effected the previously announced 1-for-10 reverse stock split (the “Reverse
Stock Split”) of its outstanding shares of common stock, par value $0.01 per share (the “Common Stock”). In connection
with the Reverse Stock Split, the Company filed with the Maryland State Department of Assessments and Taxation two Articles of Amendment
to its charter that provide for:
| · | the 1-for-10 reverse stock split of the issued and outstanding shares of Common Stock, effective at 5:00 p.m., Eastern Time, on September
9, 2026 (the “Reverse Stock Split Amendment”); and |
| · | the par value of the Common Stock to be decreased from $0.10 per share (as a result of the Reverse Stock Split) back to $0.01 per
share, effective at 5:01 p.m., Eastern Time, on September 9, 2026 (the “Par Value Amendment” and, together with the Reverse
Stock Split Amendment, the “Amendments”). |
The Reverse Stock Split Amendment provides that
no fractional shares will be or remain issued and each stockholder otherwise entitled to a fractional share will be entitled to receive
in lieu thereof cash in an amount equal to the product of the fractional share multiplied by $6.959. The Reverse Stock Split affected
all holders of Common Stock uniformly and did not affect any holder’s percentage ownership interest, except for de minimis
changes as a result of the elimination of fractional shares. The Reverse Stock Split did not affect the number of the Company’s
authorized shares of Common Stock.
The Common Stock will continue to trade on the
New York Stock Exchange under the symbol “LFT” and, starting on September 10, 2026, will trade on a post-split basis under
a new CUSIP number. The new CUSIP number for the Common Stock is 55025L306.
The description of the Amendments in this Item
5.03 is qualified in its entirety by reference to Exhibits 3.1 and 3.2, which are filed with this Current Report on Form 8-K and are incorporated
herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On September 9, 2026, the Company issued a press release announcing the completion of the Reverse Stock Split. A copy of the press release
announcing the completion of the Reverse Stock Split is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information disclosed in “Item 7.01 Regulation FD Disclosure,” including Exhibit 99.1, shall not be deemed “filed”
for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing. Furthermore, the furnishing of information under this Item 7.01 is not intended to constitute a determination by the
Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information
is required by Regulation FD.
| 3.1 |
Articles of Amendment (Reverse Stock Split Amendment). |
| 3.2 |
Articles of Amendment (Par Value Amendment). |
| 99.1 |
Press Release of Lument Finance Trust, Inc., dated September 9, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
LUMENT Finance Trust, Inc. |
| |
|
| Date: September 14, 2026 |
By: |
/s/ James A. Briggs |
| |
|
James A. Briggs |
| |
|
Chief Financial Officer |
Exhibit 99.1
Lument Finance Trust Announces Completion of Reverse Stock Split
NEW YORK, September 9, 2026 /PRNewswire/ — Lument
Finance Trust, Inc. (NYSE: LFT) (“we”, “LFT” or “the Company”) announced today that
its previously announced 1-for-10 reverse stock split of common stock was completed following the close of business today. The Company's
common stock will continue to trade on the New York Stock Exchange under the symbol "LFT" and, starting on September 10, 2026,
will trade on a post-split basis under a new CUSIP number: 55025L306.
Following the close of business on September 9, 2026, every ten issued
and outstanding shares of the Company's common stock were converted into one share of the Company's common stock. As a result of the reverse
stock split, the number of outstanding shares of the Company's common stock was reduced from 52,564,062 to approximately 5,256,400.
No fractional shares of common stock will be or remain issued, and
each stockholder otherwise entitled to a fractional share as a result of the reverse stock split will be entitled to receive in lieu of
a fractional share cash in an amount equal to the fraction of a share multiplied by $6.959 The reverse stock split applied to all of the
Company's outstanding shares of common stock and therefore did not affect any stockholder's relative ownership percentage or proportional
voting power, except for de minimis changes resulting from the payment of cash in lieu of fractional shares.
Stockholders of record will receive information from Equiniti Trust
Company, LLC, the Company's transfer agent ("Equiniti"), regarding their stock ownership following the reverse stock split and
applicable payments of cash in lieu of fractional shares. Stockholders were not required to take any action to effectuate the exchange
of their shares.
About LFT
LFT is a Maryland corporation focused
on investing in, financing and managing a portfolio of commercial real estate debt investments. The Company primarily invests in transitional
floating rate commercial mortgage loans with an emphasis on middle-market multi-family assets.
LFT is externally managed and advised by Lument
Investment Management, LLC, a Delaware limited liability company.
Additional Information and Where to Find
It
Investors, security holders and other interested
persons may find additional information regarding the Company at the SEC’s website at sec.gov, the Company website
at lumentfinancetrust.com, or by directing requests to: Lument Finance Trust, 230 Park Avenue, 20th Floor, New
York, NY 10169, Attention: Investor Relations.
Investor Relations Contact:
James Briggs
Chief Financial Officer
(212) 521-6323
james.briggs@lument.com
Media Contact:
Tyler Howard
Associate Director
(513) 403-1911
tyler.howard@lument.com